Debt

3 Months Ended

Mar. 31, 2020

Debt [Abstract]

Debt Disclosure [Text Block]

Note 15 – Debt

Debt as of March 31, 2020 and December 31, 2019 includes the following:

		As of March 31, 2020				As of December 31, 2019
		Interest		Outstanding		Interest	Outstanding
		Rate		Balance		Rate	Balance
Credit Facilities:
	Revolver		2.50%	$	376,550	3.20%	$	171,169
	U.S. Term Loan		2.70%		592,500	3.20%		600,000
	EURO Term Loan		1.50%		146,435	1.50%		151,188
Industrial development bonds			5.26%		10,000	5.26%		10,000
Bank lines of credit and other debt obligations			Various		2,341	Various		2,608
Total debt				$	1,127,826		$	934,965
Less: debt issuance costs					(13,422)			(14,196)
Less: short-term and current portion of long-term debts					(38,112)			(38,332)
Total long-term debt				$	1,076,292		$	882,437

Credit facilities

The Company’s primary credit facility (as amended, the “New Credit Facility”) is comprised of a $400.0 million multicurrency revolver (the “Revolver”), a $600.0 million term loan (the “U.S. Term Loan”), each with the Company as borrower, and a $150.0 million (as of August 1, 2019) Euro equivalent term loan (the “EURO Term Loan” and together with the “U.S. Term Loan”, the “Term Loans”) with Quaker Chemical B.V., a Dutch subsidiary of the Company as borrower, each with a five-year term maturing in August 2024. Subject to the consent of the administrative agent and certain other conditions, the Company may designate additional borrowers. The maximum amount available under the New Credit Facility can be increased by up to $300.0 million at the Company’s request if there are lenders who agree to accept additional commitments and the Company has satisfied certain other conditions. Borrowings under the New Credit Facility bear interest at a base rate or LIBOR plus an applicable margin based upon the Company’s consolidated net leverage ratio. There are LIBOR replacement provisions that contemplate a further amendment if and when LIBOR ceases to be reported. Interest incurred on the outstanding borrowings under the New Credit Facility during the three months ended March 31, 2020 was approximately 3.0%. In addition to paying interest on outstanding principal under the New Credit Facility, the Company is required to pay a 0.25% commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder. The Company has unused capacity under the Revolver of approximately $15 million, net of bank letters of credit of approximately $8 million, as of March 31, 2020, as the Company drew down most of the available capacity under the Revolver on March 24, 2020 as a precautionary measure due to COVID-19 uncertainty.

The New Credit Facility is subject to certain financial and other covenants. The Company’s initial consolidated net debt to consolidated adjusted EBITDA ratio cannot exceed 4.25 to 1, with step downs in the permitted ratio over the course of the New Credit Facility. The Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. The New Credit Facility also prohibits the payment of cash dividends if the Company is in default or if the amount of the dividend paid annually exceeds the greater of $50.0 million and 20% of consolidated adjusted EBITDA unless the ratio of consolidated net debt to consolidated adjusted EBITDA is less than 2.0 to 1, in which case there is no such limitation on amount. As of March 31, 2020 and December 31, 2019, the Company was in compliance with all of the New Credit Facility covenants. The Term Loans have quarterly principal amortization during their respective five-year maturities, with 5.0% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, with the remaining principal amount due at maturity. During the three months ended March 31, 2020, the Company made the first quarterly amortization payment related to the Term Loans of $9.4 million. The New Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries and is secured by first priority liens on substantially all of the assets of the Company and the domestic subsidiary guarantors, subject to certain customary exclusions. The obligations of the Dutch borrower only are guaranteed by certain foreign subsidiaries on an unsecured basis.

The New Credit Facility requires the Company to deliver to the administrative agent and each lender the audited consolidated financial statements of the Company for each fiscal year in a prescribed period of time. On March 17, 2020, the Company, the administrative agent, and all parties to the New Credit Facility entered into an amendment (the “Amendment”) which allowed the Company to deliver the annual audited consolidated financial statements for the year ended December 31, 2019 to the bank group no later than April 16, 2020 as compared to the initial deadline of March 17, 2020. The Company delivered its 2019 audited consolidated financial statements to the administrative agent and each lender on March 20, 2020 in compliance with the Amendment.

The New Credit Facility required the Company to fix its variable interest rates on at least 20% of its total Term Loans. In order to satisfy this requirement as well as to manage the Company’s exposure to variable interest rate risk associated with the New Credit Facility, in November 2019, the Company entered into $170.0 million notional amounts of three-year interest rate swaps at a base rate of 1.64% plus an applicable margin as provided in the New Credit Facility, based on the Company’s consolidated net leverage ratio. At the time the Company entered into the swaps, and as of March 31, 2020, this aggregate rate was 3.1%. See Note 18 of Notes to Condensed Consolidated Financial Statements.

The Company capitalized $23.7 million of certain third-party debt issuance costs in connection with executing the New Credit Facility. Approximately $15.5 million of the capitalized costs were attributed to the Term Loans and recorded as a direct reduction of long-term debt on the Company’s Condensed Consolidated Balance Sheet. Approximately $8.3 million of the capitalized costs were attributed to the Revolver and recorded within other assets on the Company’s Condensed Consolidated Balance Sheet. These capitalized costs are being amortized into interest expense over the five-year term of the New Credit Facility. As of March 31, 2020 and December 31, 2019, the Company had $13.4 million and $14.2 million, respectively, of debt issuance costs recorded as a reduction of long-term debt. As of March 31, 2020 and December 31, 2019, the Company had $7.2 million and $7.6 million, respectively, of debt issuance costs recorded within other assets.

Industrial development bonds

As of March 31, 2020 and December 31, 2019, the Company had fixed rate, industrial development authority bonds totaling $10.0 million in principal amount due in 2028. These bonds have similar covenants to the New Credit Facility noted above.

Bank lines of credit and other debt obligations

The Company has certain unsecured bank lines of credit and discounting facilities in one of its foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries and capital lease obligations. Total unused capacity under these arrangements as of March 31, 2020 was approximately $36 million.

In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s only other off-balance sheet arrangements include certain financial and other guarantees. The Company’s total bank letters of credit and guarantees outstanding as of March 31, 2020 were approximately $14 million.

The Company incurred the following debt related expenses included within Interest expense, net, in the Condensed Consolidated Statements of Operations:

	Three Months Ended
	March 31,
	2020		2019
Interest expense	$	7,712	$	1,172
Amortization of debt issuance costs		1,187		42
Total	$	8,899	$	1,214

Based on the variable interest rates associated with the New Credit Facility, as of March 31, 2020 and December 31, 2019, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.